Undertakings of the Pledgors. 6.1 During the existence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall: 6.1.1 without the prior written consent of Party A, not transfer the Equity Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of Attorney; 6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A; 6.1.3 promptly notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A. 6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgors or their successors or assignees or any other person. 6.3 The Pledgors warrant to Party A that, in order to protect or improve the collateral under this Agreement for the obligations of the Pledgors and/or CHJ under the Agreements, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJ, faithfully execute and procure other parties who have an interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge by Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable period. 6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the warranties, undertakings, covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the Pledgors shall compensate Party A for all the losses sustained by Party A as a result thereof.
Appears in 4 contracts
Samples: Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Li Auto Inc.)
Undertakings of the Pledgors. 6.1 During the existence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall:
6.1.1 without the Party A’s prior written consent of Party Aconsent, not transfer the Equity Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, (except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A), except or create or allow the existence of any other encumbrance or any type of third-party security interest which may affect Party A’s rights and interests agreed in the Equity Option Agreement and Power of Attorneyinterests;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and and, upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities advice from any competent regulatory authority in respect of the Pledge, show present such notice, instruction or recommendation advice to Party A within five working (5) business days and shall act in accordance with the reasonable instructions of Party A;’s reasonable instruction; and
6.1.3 promptly notify Party A of (i) any event or notice received which that may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event thereof, or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein by any of their obligations, representations, warranties or undertakings hereunder, or (ii) the Pledgors’ receipt of any notice in relation thereto, and shall act in accordance with the Party A’s reasonable instructions of Party A.instruction;
6.2 The Pledgors agree that Party A’s enforcement of the exercise by Party A of its rights in accordance with the terms of Pledge pursuant to this Agreement shall not be interrupted or interfered with by the Pledgors or Pledgors, their successors or assignees authorized persons, or any other person.
6.3 The Pledgors warrant to Party A that, in order to protect or improve perfect the collateral under this Agreement security for performance of the payment/repayment obligations and other obligations of the Pledgors and/or CHJ Party C under the Transaction Agreements, the Pledgors shall cause Party C to make all necessary amendments to its articles of association (if applicable) to the articles of association of CHJ), faithfully execute in good faith and procure cause any other parties who have an interest party interested in the Pledge to execute all such title certificates of rights and deeds required agreements as may be requested by Party A A, and/or perform take and procure cause such other parties who have an interests in the Pledge interested party to take all actions required requested by Party A, and facilitate the Party A’s exercise of the Pledge by Party APledge, sign execute all modification documents in relation to connection with change of the equity certificates share certificate with Party A and or any third party designated by Party A it, and provide Party A with all documents in respect of relation to the Pledge which they as Party A may deem necessary within a reasonable periodperiod of time.
6.4 In the event of a transfer of any Equity arising from Party A’s exercise of the Pledge pursuant to Clause 8 hereof, the Pledgors hereby jointly and severally undertake to waive their respective preemptive right / right of first refusal thereon.
6.5 The Pledgors warrants warrant to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the their warranties, undertakings, covenants agreements and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and agreements or representations, the Pledgors shall compensate indemnify Party A for against all the losses sustained suffered by Party A as a result thereof.
Appears in 4 contracts
Samples: Equity Pledge Agreement (FinVolution Group), Equity Pledge Agreement (PPDAI Group Inc.), Equity Pledge Agreement (PPDAI Group Inc.)
Undertakings of the Pledgors. 6.1 During the existence term of this Agreement, each Pledgor undertakes to each of the Pledgors separately and non-jointly undertake to Party A that the Pledgors shallPledgees:
6.1.1 10.1 not to take, or participate in, any action which results or might reasonable result in the relevant Pledgor’s loss of ownership of all or part of the Interests, or any other transaction which would have the same result as a sale, transfer or other disposal of the Interests or which would for any other reason materially adversely affect the security interest of the Pledgees or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgees except as permitted by the Secured Parties or unless permitted under the terms of the Secured Documents;
10.2 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Interests or other rights which are subject to the Pledges except as set out in this Agreement or permitted under the terms of the Secured Documents;
10.3 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Interests;
10.4 to promptly notify the Pledgees, by notification in writing to each of the Collateral Agents, of any change in the partners, the compulsory contribution (Pflichteinlage) or stated liable capital (Haftsumme) of the Company or any encumbrance over the Interests (or part of them). In the case of any attachment (Pfändung) in respect of any of the Interests or any ancillary rights set out in sub-Clause 4.1, the relevant Pledgor shall promptly notify the Pledgees, by notification in writing to each of the Collateral Agents, such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the relevant Pledgor shall promptly forward to each of the Collateral Agents a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
10.5 unless not prohibited under the terms of the Secured Documents, not to allow, without the prior written consent of Party Athe Secured Parties, not transfer acting through any of the Equity Interest or create or permit the existence of Pledgees, any other encumbrance party to become a partner of the Company and not to defeat, impair or circumvent in any form of third party security interest, such as pledge etc., which may affect way the rights and interests of Party Athe Pledgees created hereunder;
10.6 to refrain from any acts or omissions, except the purpose or effect of which is or would be the dilution of the value of the Interests or the Interests ceasing to exist unless permitted or not prohibited under the terms of the Secured Documents;
10.7 not to change the partnership agreement with a view to stipulating certain requirements for the effective transfer of the Equity Interest Interests in addition to Party A or its designated person at the request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of Attorneygeneral legal requirements pursuant to German Corporate law;
6.1.2 comply with and implement 10.8 not to amend, or vote for any amendment of, the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect partnership agreement of the Pledge, show Company to the extent that such notice, instruction amendment would or recommendation would be likely to Party A within five working days materially and shall act in accordance with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may adversely affect the Equity Interest security interest of the Pledgors or Pledgees created hereunder without the rights in respect of any portion prior written consent of the Equity Interest and any event or relevant notice received which may change Secured Parties, acting through any of the Pledgors’ obligations herein Collateral Agents; and
10.9 insofar as additional declarations or affect actions are necessary for the performance creation of the obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgors or their successors or assignees Pledges (or any other person.
6.3 The Pledgors warrant to Party A that, of them) in order to protect or improve the collateral under this Agreement for the obligations favour of the Pledgors and/or CHJ under Pledgees (or any of them), to make such declarations and undertake such actions at the Agreements, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJ, faithfully execute relevant Pledgor’s costs and procure other parties who have an interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge by Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable periodexpenses.
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the warranties, undertakings, covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the Pledgors shall compensate Party A for all the losses sustained by Party A as a result thereof.
Appears in 2 contracts
Samples: Partnership Interest Pledge Agreement (Axalta Coating Systems Ltd.), Partnership Interest Pledge Agreement (Axalta Coating Systems Ltd.)
Undertakings of the Pledgors.
6.1 During the existence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall::
6.1.1 without the prior written consent of Party A, not transfer the Equity Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A, except A，except the rights and interests agreed in the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgors or their successors or assignees or any other person..
6.3 The Pledgors warrant to Party A that, in order to protect or improve the collateral under this Agreement for the obligations of the Pledgors and/or CHJ under the Agreements, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJ, faithfully execute and procure other parties who have an interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge by Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable period..
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the warranties, undertakings, covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the Pledgors shall compensate Party A for all the losses sustained by Party A as a result thereof.and
Appears in 2 contracts
Samples: Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Li Auto Inc.)
Undertakings of the Pledgors. 6.1 During 9.1 Unless otherwise permitted by the existence Principal Finance Documents, during the term of this Agreement, Pledgor 1 undertakes to the Pledgors separately and non-jointly undertake to Party A that the Pledgors shallPledgee:
6.1.1 9.1.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the GP Interests;
9.1.2 to promptly notify the Pledgee in writing of any change in the partners, the special contribution (Sondereinlage) of the Company or any encumbrance over the GP Interests (or part of them). In the case of any attachment (Pfändung) in respect of any of the GP Interests or any ancillary rights set out in sub-Clause 4.1, Pledgor 1 shall promptly notify the Pledgee in writing, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, Pledgor 1 shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
9.1.3 to promptly inform the Pledgee in writing of all matters concerning the Company of which Pledgor 1 is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 1 shall notify the Pledgee in writing forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges 1. Pledgor 1 shall allow, during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledges 1 in accordance with Clause 7, the Pledgee or, as the case may be, their proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations or following the discontinuance of an Enforcement Event;
9.1.4 not to allow, without the prior written consent of Party Athe Pledgee (such consent not to be unreasonably withheld), not transfer the Equity Interest or create or permit the existence of any other encumbrance party to become a general partner (Komplementär) of the Company and not to defeat, impair or circumvent in any form of third party security interest, such as pledge etc., which may affect way the rights of the Pledgee created hereunder;
9.1.5 to refrain from any acts or omissions, subject to the performance of its rights and interests duties under the Existing Interest Pledge Agreement, the purpose or effect of Party Awhich is or would be the dilution of the value of the GP Interests or the GP Interests ceasing to exist, except unless permitted by the Pledgee;
9.1.6 not to change the articles of association with a view to stipulating certain requirements for the effective transfer of the Equity Interest GP Interests in addition to Party A the general legal requirements pursuant to German corporate law;
9.1.7 not to amend, or its designated person vote for any amendment of, the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder and, in particular but without limitation, not to amend, or vote of any amendment of, the relevant provisions of the articles of association relating to the distribution of profits and other pecuniary claims attributed to the GP Interests, the capital accounts and private accounts (Kapitalkonten und Privatkonten) without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and
9.1.8 insofar as additional declarations or actions are necessary for the creation of the Pledges 1 (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with (acting on the reasonable instructions of Party Athe Secured Parties) to make such declarations and undertake such actions at the Pledgor 1’s costs and expenses.
9.2 Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, Pledgor 2 undertakes to the Pledgee:
9.2.1 not to take, or participate in, any action which results or might result in its loss of ownership of all or part of the Shares or any other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee (acting reasonably);
6.1.3 9.2.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to the Pledgee;
9.2.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges 2 and the Existing Share Pledge Agreement;
9.2.4 to inform the Pledgee promptly of any change made in the registered share capital of the Company, or of any changes to the Company’s articles of association which would materially adversely affect the security interest of the Pledgee;
9.2.5 to promptly notify Party A the Pledgee of any event or notice received which may affect the Equity Interest of the Pledgors or the rights attachment (Pfändung) in respect of any portion of the Equity Interest and Shares or any event or relevant ancillary rights set out in sub-Clause 4.2, such notice received which may change to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, Pledgor 2 shall promptly forward to the Pledgee a copy of the Pledgors’ obligations herein or affect attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the performance attachment;
9.2.6 in the event of any increase in the capital of the obligations herein by Company, not to allow, without the Pledgorsprior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than itself or SIG Austria Holding GmbH to subscribe for any Future Shares, and shall act not to defeat, impair or circumvent in accordance with any way the reasonable instructions rights of Party A.the Pledgee created hereunder;
6.2 The Pledgors agree that 9.2.7 to pledge in favour of the exercise by Party A of its rights in accordance with Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;
9.2.8 to promptly inform the Pledgee in writing of all matters concerning the Company of which it is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 2 shall not notify the Pledgee, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be interrupted or interfered by adopted which would have a materially adverse effect upon any of the Pledgors or their successors or assignees Pledges 2. Pledgor 2 shall allow, following the occurrence and during the continuance of an Enforcement Event, the Pledgee or, as the case may be, its proxy or any other person.
6.3 The Pledgors warrant person designated by the Pledgee, to Party A that, participate in order to protect or improve the collateral under this Agreement for the obligations all such shareholders’ meetings of the Pledgors and/or CHJ Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
9.2.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the AgreementsExisting Share Pledge Agreement, the Pledgors shall make all necessary amendments purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist except if permitted by the Pledgee (if applicable) acting reasonably);
9.2.10 not to amend the articles of association of CHJ, faithfully execute and procure other parties who have an the Company to the extent that such amendment would materially adversely affect the security interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and
9.2.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable request (acting on the reasonable instructions of the Secured Parties), to make such declarations and undertake such actions at Pledgor 2’s costs and expenses. For the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 9.1.1 through 9.1.7 and 9.2.1 through 9.2.10 of this Agreement are deemed to be satisfied by Party A, sign all modification documents in relation the relevant Pledgor if and to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect extent such notification or consent has been delivered under the relevant Existing Pledge Agreement provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and the relevant Existing Pledge which they deem necessary within a reasonable periodAgreement.
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the warranties, undertakings, covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the Pledgors shall compensate Party A for all the losses sustained by Party A as a result thereof.
Appears in 2 contracts
Samples: Non Notarial Share and Interest Pledge Agreement, Junior Share and Partnership Interest Pledge Agreement (Beverage Packaging Holdings (Luxembourg) v S.A.)
Undertakings of the Pledgors. 6.1 During 9.1 Unless otherwise permitted by the existence Principal Finance Documents, during the term of this Agreement, Pledgor 1 undertakes to the Pledgors separately and non-jointly undertake to Party A that the Pledgors shallPledgee:
6.1.1 9.1.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the GP Interests;
9.1.2 to promptly notify the Pledgee in writing of any change in the partners, the special contribution (Sondereinlage) of the Company or any encumbrance over the GP Interests (or part of them). In the case of any attachment (Pfändung) in respect of any of the GP Interests or any ancillary rights set out in sub-Clause 4.1, Pledgor 1 shall promptly notify the Pledgee in writing, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, Pledgor 1 shall promptly forward to the Pledgee a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment;
9.1.3 to promptly inform the Pledgee in writing of all matters concerning the Company of which Pledgor 1 is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 1 shall notify the Pledgee in writing forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be adopted which would have a materially adverse effect upon any of the Pledges 1. Pledgor 1 shall allow, during the continuance of any of the circumstances which permit the Pledgee to enforce the Pledges 1 in accordance with Clause 7, the Pledgee or, as the case may be, their proxy or any other person designated by the Pledgee, to participate in all such shareholders’ meetings of the Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations or following the discontinuance of an Enforcement Event;
9.1.4 not to allow, without the prior written consent of Party Athe Pledgee (such consent not to be unreasonably withheld), not transfer the Equity Interest or create or permit the existence of any other encumbrance party to become a general partner (Komplementär) of the Company and not to defeat, impair or circumvent in any form of third party security interest, such as pledge etc., which may affect way the rights of the Pledgee created hereunder;
9.1.5 to refrain from any acts or omissions, subject to the performance of its rights and interests duties under the Existing Interest Pledge Agreement, the purpose or effect of Party Awhich is or would be the dilution of the value of the GP Interests or the GP Interests ceasing to exist, except unless permitted by the Pledgee;
9.1.6 not to change the articles of association with a view to stipulating certain requirements for the effective transfer of the Equity Interest GP Interests in addition to Party A the general legal requirements pursuant to German corporate law;
9.1.7 not to amend, or its designated person vote for any amendment of, the articles of association of the Company to the extent that such amendment would materially adversely affect the security interest of the Pledgee created hereunder and, in particular but without limitation, not to amend, or vote of any amendment of, the relevant provisions of the articles of association relating to the distribution of profits and other pecuniary claims attributed to the GP Interests, the capital accounts and private accounts (Kapitalkonten und Privatkonten) without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and
9.1.8 insofar as additional declarations or actions are necessary for the creation of the Pledges 1 (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable request to make such declarations and undertake such actions at the Pledgor 1’s costs and expenses.
9.2 Unless otherwise permitted by the Principal Finance Documents, during the term of Party Athis Agreement, except Pledgor 2 undertakes to the Pledgee:
9.2.1 not to take, or participate in, any action which results or might result in its loss of ownership of all or part of the Shares or any other transaction which would have the same result as a sale, transfer or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights of the Pledgee except as permitted by the Pledgee (acting reasonably);
9.2.2 to procure that all Share Certificates representing the Shares acquired by the Pledgor will, promptly following the acquisition of the relevant Shares, be delivered (übergeben) to the Pledgee;
9.2.3 not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges 2 and interests agreed the Existing Share Pledge Agreement;
9.2.4 to inform the Pledgee promptly of any change made in the Equity Option Agreement and Power registered share capital of Attorneythe Company, or of any changes to the Company’s articles of association which would materially adversely affect the security interest of the Pledgee;
6.1.2 comply with and implement 9.2.5 to promptly notify the provisions of all relevant applicable laws and regulations, and upon the receipt Pledgee of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights attachment (Pfändung) in respect of any portion of the Equity Interest and Shares or any event or relevant ancillary rights set out in sub-Clause 4.2, such notice received which may change to be accompanied by any documents the Pledgee might need to defend itself against any claim of a third party. In particular, Pledgor 2 shall promptly forward to the Pledgee a copy of the Pledgors’ obligations herein or affect attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the performance attachment;
9.2.6 in the event of any increase in the capital of the obligations herein by Company, not to allow, without the Pledgorsprior written consent of the Pledgee (such consent not to be unreasonably withheld), any party other than itself or SIG Austria Holding GmbH to subscribe for any Future Shares, and shall act not to defeat, impair or circumvent in accordance with any way the reasonable instructions rights of Party A.the Pledgee created hereunder;
6.2 The Pledgors agree that 9.2.7 to pledge in favour of the exercise by Party A of its rights in accordance with Pledgee on terms identical to the terms of this Agreement any Future Shares which it acquires upon an increase of the capital of the Company by way of capital contribution (Kapitalerhöhung gegen Einlage) or out of authorised capital (Kapitalerhöhung aus genehmigtem Kapital) promptly after the registration of such increase of the capital of the Company in the competent commercial register (Handelsregister) and the acquisition of such Future Shares;
9.2.8 to promptly inform the Pledgee in writing of all matters concerning the Company of which it is aware which would materially adversely affect the security interest of the Pledgee. In particular, Pledgor 2 shall not notify the Pledgee, forthwith of any shareholders’ meeting at which a shareholders’ resolution is intended to be interrupted or interfered by adopted which would have a materially adverse effect upon any of the Pledgors or their successors or assignees Pledges 2. Pledgor 2 shall allow, following the occurrence and during the continuance of an Enforcement Event, the Pledgee or, as the case may be, its proxy or any other person.
6.3 The Pledgors warrant person designated by the Pledgee, to Party A that, participate in order to protect or improve the collateral under this Agreement for the obligations all such shareholders’ meetings of the Pledgors and/or CHJ Company as attendants without power to vote. Subject to the provision contained in sub-Clause 13.1, the Pledgee’s right to attend the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of the Obligations;
9.2.9 to refrain from any acts or omissions, subject to the performance of its rights and duties under the AgreementsExisting Share Pledge Agreement, the Pledgors shall make all necessary amendments purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist except if permitted by the Pledgee (if applicable) acting reasonably);
9.2.10 not to amend the articles of association of CHJ, faithfully execute and procure other parties who have an the Company to the extent that such amendment would materially adversely affect the security interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge Pledgee created hereunder without the prior written consent of the Pledgee (such consent not to be unreasonably withheld); and
9.2.11 insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgee and at the Pledgee’s reasonable request, to make such declarations and undertake such actions at Pledgor 2’s costs and expenses. For the avoidance of doubt, notification and consent requirements as set out in sub-Clauses 9.1.1 through 9.1.7 and 9.2.1 through 9.2.10 of this Agreement are deemed to be satisfied by Party A, sign all modification documents in relation the relevant Pledgor if and to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect extent such notification or consent has been delivered under the relevant Existing Pledge Agreement provided that such notification to the Pledgee or consent of the Pledgee makes reference to this Agreement and the relevant Existing Pledge which they deem necessary within a reasonable periodAgreement.
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the warranties, undertakings, covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the Pledgors shall compensate Party A for all the losses sustained by Party A as a result thereof.
Appears in 2 contracts
Samples: Junior Share and Partnership Interest Pledge Agreement (RenPac Holdings Inc.), Junior Share and Partnership Interest Pledge Agreement (RenPac Holdings Inc.)
Undertakings of the Pledgors. 6.1 During the existence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall:
6.1.1 without the prior written consent of Party A, not transfer the Equity Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgors or their successors or assignees or any other person.
6.3 The Pledgors warrant to Party A that, in order to protect or improve the collateral under this Agreement for the obligations of the Pledgors and/or CHJ Xindian Information under the Agreements, the Pledgors shall make all necessary amendments (if applicable) to their respective articles of association and the articles of association of CHJXindian Information, faithfully execute and procure other parties who have an interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge by Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable period.
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the warranties, undertakings, covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the Pledgors shall compensate Party A for all the losses sustained by Party A as a result thereof.
Appears in 2 contracts
Samples: Equity Pledge Agreement (Li Auto Inc.), Equity Pledge Agreement (Leading Ideal Inc.)
Undertakings of the Pledgors. 6.1 During 8.1 The Pledgors, for the existence benefit of the Pledgee, hereby undertakes to the Pledgee that, during the duration of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall:
6.1.1 without (1) Complete the prior written consent registration of Party A, not transfer the Equity Interest Pledge under this Agreement in the administrative department for industry and commerce in accordance with the provisions of this Agreement;
(2) Not transfer its equity interests or create or permit the existence of any new pledges or other encumbrance or any form of third party security interest, such as pledge etc., which interests on the Pledged Equity Interests that may affect the rights and interests of Party A, except for the transfer Pledgee without the prior written consent of the Equity Interest to Party A or its designated person at the request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of AttorneyPledgee;
6.1.2 comply (3) Comply with and implement the provisions of all relevant applicable laws and regulationsregulations relating to the pledge of interests, and upon the within five (5) days after receipt of any noticenotices, instruction orders or recommendation proposals issued or formulated by the relevant authorities competent authority in respect of the Pledgepledge, show such notice, instruction or recommendation produce to Party A within five working days the Pledgee and shall act in accordance comply with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event above notices, orders or notice received which may affect the Equity Interest of the Pledgors proposals or the rights make objections and representations in respect of any portion the above notices, orders or proposals at the reasonable request of the Equity Interest Pledgee or with the consent of the Pledgee;
(4) Promptly notify the Pledgee of any events or notices received by it which may have an impact on the Pledgors’ rights to and in the equity interest or any event part thereof; and promptly notify the Pledgee of any events or relevant notice notices received by it which may change any warranties and obligations of the Pledgors’ obligations herein Pledgors as set out in this Agreement or affect the performance of the obligations herein which may have an impact on them.
8.2 The Pledgors undertake that any exercise by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A Pledgee of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered hampered by the Pledgors or any of their successors or assignees entrusted persons or any other personpersons through legal proceedings.
6.3 8.3 The Pledgors warrant undertake to Party A the Pledgee that, in order to protect or improve perfect the collateral under this Agreement guarantee for the obligations of the Pledgors and/or CHJ and the Company under the AgreementsMaster Agreement as set out herein, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJ, faithfully execute sign in good faith and procure cause other parties who have an interest are interested in the Pledge pledge to execute sign all title certificates of rights and deeds required by Party A the Pledgee and/or perform and procure cause other parties who have an interests are interested in the Pledge pledge to take perform all actions acts required by Party A, the Pledgee and facilitate the exercise of any rights and authority conferred on the Pledge by Party A, Pledgee under this Agreement.
8.4 The Pledgors undertake to the Pledgee that it shall sign all modification change documents in relation (if applicable and necessary) relating to the equity certificates interest certificate with Party A the Pledgee or its designated persons (natural/legal persons) and any third party designated by Party A and that it shall provide Party A the Pledgee with all documents in respect of such notices, orders and decisions on the Pledge which they deem pledge as the Pledgee considers necessary within a reasonable periodperiod of time.
6.4 8.5 The Pledgors warrants undertake to Party A the Pledgee that, for the benefits benefit of Party Athe Pledgee, the Pledgors it shall comply with and perform all of the its warranties, undertakings, covenants agreements, representations and representationsconditions. If the Pledgors fail to comply with, perform or to fully perform their its warranties, undertakings, covenants agreements, representations and representationsconditions, the Pledgors shall compensate Party A the Pledgee for all reasonable losses suffered therefrom.
8.6 The Pledgors shall not do or permit any acts or actions which may adversely affect the losses sustained interests or Pledged Equity Interests of the Pledgee under any transaction agreement and this Agreement. The Pledgors shall waive its pre-emptive right at the time of realization of the pledge by Party A as a result thereofthe Pledgee.
Appears in 1 contract
Undertakings of the Pledgors. 6.1 7.1 During the existence subsistence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shallPledgee as follows:
6.1.1 7.1.1 without the prior written consent of Party Athe Pledgee, the Pledgors shall not transfer create any other security (whether it has the Equity Interest priority over the pledge hereunder) or create other restrictive conditions over or on all or part of the Pledged Equity;
7.1.2 without the prior written consent of the Pledgee, the Pledgors shall not sell, lease, lend, transfer, assign, offer as gift, re-mortgage, act as custodian of or otherwise dispose of all or part of the Pledged Equity, or make capital contribution in the form of the Pledged Equity;
7.1.3 The Pledgors shall not use or permit others to use the existence Pledged Equity to do any act or thing that is in violation of any other encumbrance laws or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of Attorney;this Agreement; and
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the 7.1.4 Upon receipt of any notice, instruction order, ruling, judgment or recommendation issued other document relating the Pledged Equity from any government authority, judicial authority or formulated by the relevant authorities in respect arbitration institution of the PledgePRC, show the Pledgors shall notify the Pledgee of the same and shall, within the period as required by laws, take all necessary measures and steps to reduce any risk that such notice, instruction order or recommendation to Party A within five working days and shall act in accordance with other document may have on the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may affect Pledged Equity. When the Equity Interest of Pledgee thinks necessary, the Pledgors shall institute legal actions, arbitrations or administrative actions against the above notice, order or other document, and bear all costs in relation thereto.
7.2 The Pledgors further agree that any rights in respect of obtained by the Pledgee pursuant to the provisions hereof shall not be interrupted nor impeded by any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein legal proceedings instituted by the Pledgors, and shall act in accordance with or any successors of the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted Pledgors, or interfered any person authorized by the Pledgors or their successors or assignees Pledgors, or any other personpersons.
6.3 7.3 The Pledgors warrant to Party A the Pledgee that, in order to protect or improve the collateral under this Agreement security for the obligations repayment of the Pledgors and/or CHJ under the AgreementsSecured Liabilities herein, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJ, faithfully they will honestly execute and procure other parties who have an interest in the Pledge pledge right to execute all title certificates of rights and deeds contracts required by Party A the Pledgee, and/or perform and procure other interested parties who have an interests in the Pledge to take perform all actions acts required by Party Athe Pledgee, and facilitate the exercise of any right and authorization conferred to the Pledge Pledgee by Party A, sign this Agreement. The Pledgors will execute all modification documents in relation to the equity change of share certificates with Party A and the Pledgee or any third party natural person or legal person designated by Party A it, and will provide Party A the Pledgee with all documents notices, orders and decisions in respect of relation to the Pledge pledge right which they deem it thinks necessary within a reasonable period.
6.4 time. The Pledgors warrants warrant to Party A thatthe Pledgee that they will, for the benefits interest of Party Athe Pledgee, the Pledgors shall comply with observe and perform all of the warranties, undertakings, covenants agreements, representations and representationsconditions. If the Pledgors fail to do not perform or to fully perform their respective warranties, undertakings, covenants agreements, representations and representationsconditions, they will indemnify the Pledgors shall compensate Party A for Pledgee all the losses sustained suffered by Party A as a result thereofit arising therefrom.
Appears in 1 contract
Samples: Equity Pledge Agreement (Noah Education Holdings Ltd.)
Undertakings of the Pledgors. 6.1 During The Pledgors undertake to Party A that during the existence term of this Agreement:
5.1 Without prior written consent of the Pledgee, the Pledgors separately will not assign or transfer the Equity Interest to any third party, nor will the Pledgors create or allow to be created any other security interest or encumbrance over the Equity Interest, or take any action that may have any adverse effect on the rights or interests of the Pledgee, other than any transfer of the Equity Interest to the Pledgee or its designee at the request of the Pledgee;
5.2 The Pledgors will comply with all laws and non-jointly regulations relating to the Pledge, will deliver any relevant notices, orders or recommendations to Party A within five days of receipt of the same from relevant authorities, and will take actions as reasonably directed by Party A;
5.3 The Pledgors shall forthwith notify Party A of any event that affects the Pledgors’ Equity Interest, Pledge or any part thereof or any relevant notifices received in respect thereof, as well as any event that affects the Pledgors’ undertakings and obligations hereunder or any relevant notices received in respect thereof, and shall take actions as reasonably directed by Party A.
5.4 The Pledgors agree that Party A’s right to enforce the Pledge in accordance with this Agreement shall not be delayed or hindered by the Pledgors, any of Pledgors’ successors or assigns or any other person. The Pledgors shall defend any claims and demands asserted by any third party in respect of the Pledgors’ rights, titles, liens and security interests.
5.5 In order to protect or perfect the security created hereunder, the Pledgors undertake to Party A that the Pledgors shall:
6.1.1 without shall in good faith execute all title certificates and contracts and/or take all actions as may be requested by the prior written consent of Party APledgee, not transfer and shall cause other interested parties to execute all title certificates and contracts and/or take all actions as may be requested by the Pledgee, such that the Pledgee may exercise the rights and authorities granted by the Pledge hereunder. The Pledgor shall also execute all documents naming the Pledgee as the beneficiary in connection with the changes to the Equity Interest or create or permit certificate(s), and shall on the existence date of any other encumbrance or any form execution hereof provide the Pledgee with all such documents the Pledgee deems necessary, and shall after the date of third party security interestexecution hereof provide, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party Athe Pledgee from time to time, except the rights and interests agreed in Pledgee with all such documents as the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgors or their successors or assignees or any other personPledgee deems necessary.
6.3 5.6 The Pledgors warrant to Party A that, in order to protect or improve that the collateral under this Agreement for the obligations of the Pledgors and/or CHJ under the Agreements, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJ, faithfully execute and procure other parties who have an interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge by Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable period.
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall pledgors will comply with and perform satisfy all security, guarantee, agreements, representations and conditions as may exist in favor of the warranties, undertakings, covenants and representationsPledgee. If the Pledgors fail to perform comply with or satisfy, or fail to fully perform comply with or satisfy, their warrantiessecurity, undertakingsguarantee, covenants agreements, representations and representationsconditions, the Pledgors shall compensate indemnify Party A for all the any losses sustained by Party A as a result thereof.
5.7 The Pledgors undertake and warrant to the Pledgee that unless otherwise requested by the Pledgee in writing, all the Pledgors shall act as a concert party with respect to any rights or obligations to be exercised or performed by the Pledgors hereunder, .
Appears in 1 contract
Samples: Share Pledge Agreement (LightInTheBox Holding Co., Ltd.)
Undertakings of the Pledgors. 6.1 During the existence term of this Agreement, the Pledgors separately and non-jointly undertake to Party A the Pledgee that the Pledgors each of them shall:
6.1.1 neither transfer the Equity nor create or permit to be created any pledges which may have an impact on the rights or benefits of the Pledgee without the prior written consent of Party Athe Pledgee, not except that the Pledgors may transfer the Equity Interest or create or permit to a person designated by the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect Pledgee in accordance with the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A, except the rights and interests agreed in the Equity Exclusive Purchase Option Agreement entered into among the Pledgors, the Pledgee and Power of AttorneyMapABC;
6.1.2 comply with and implement the provisions of all relevant applicable the laws and regulationsregulations in connection with the pledge of rights, and upon present to the receipt of any noticePledgee within five days the notices, instruction orders or recommendation suggestions issued or formulated made by competent authorities with respect to the relevant authorities in respect Pledge and follow such notices, orders or suggestions, or object to the foregoing matters and make statement at the reasonable request of the Pledge, show such notice, instruction Pledgee or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions consent of Party Athe Pledgee;
6.1.3 promptly notify Party A in a timely manner the Pledgee of any event events or notice any received notices which may affect the Equity Interest rights of the Pledgors or Pledgee in the rights in respect Equity of any portion of the Equity Interest part thereof, and any event events or relevant notice any received notices which may change any of the Pledgors’ warranties and obligations herein under this Agreement or which may affect the Pledgors’ performance of the their obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.under this Agreement.
6.2 The Pledgors agree that the Pledgee’s right to exercise by Party A of its rights in accordance with the terms of Pledge under this Agreement shall not be interrupted suspended or interfered impaired by the Pledgors or their any successors or assignees of the Pledgors or any other personperson authorized by the Pledgors through legal procedures.
6.3 The Pledgors warrant undertake to Party A the Pledgee that, in order to protect or improve perfect the collateral under this Agreement security for the obligations payment of the Pledgors and/or CHJ consulting service fee and know-how license fee under the Business Agreements, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJwill in good faith execute, faithfully execute and procure will cause other parties who have an interest persons having interests in the Pledge to execute all such title certificates of rights and deeds required by Party A and/or perform take, and procure will cause other parties who have an persons having interests in the Pledge to take all such actions as required by Party Athe Pledgee, and that it will facilitate the exercise of the Pledge rights and authorizations vested in the Pledgee under this Agreement, that it will execute with the Pledgee or such natural or legal persons as designated by Party A, sign the Pledgee all modification documents in relation with respect to the change in the certificates of equity certificates interests, and that it will provide all notices, orders and decisions in connection with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem the Pledgee deems necessary within a reasonable periodperiod of time.
6.4 The Pledgors warrants undertake to Party A that, for the benefits of Party A, Pledgee that the Pledgors shall will comply with and perform all of the warranties, undertakings, covenants agreements, representations and representationsconditions for the benefit of the Pledgee. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the The Pledgors shall compensate Party A the Pledgee for all the losses sustained suffered by Party A as a result thereofthe Pledgee due to the failure of the Pledgors to perform, in whole or in part, its warranties, covenants, agreements, representations and conditions.
Appears in 1 contract
Undertakings of the Pledgors. 6.1 During the existence of this Agreement, the The Pledgors separately and non-jointly undertake to Party A that during the Pledgors shallterm of this Agreement:
6.1.1 without the 5.1 Without prior written consent of Party Athe Pledgee, the Pledgors will not assign or transfer the Equity Interest or to any third party, nor will the Pledgors create or permit the existence of allow to be created any other security interest or encumbrance over the Equity Interest, or take any form of third party security interest, such as pledge etc., which action that may affect have any adverse effect on the rights and or interests of Party Athe Pledgee, except for the other than any transfer of the Equity Interest to Party A the Pledgee or its designated person designee at the request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of AttorneyPledgee;
6.1.2 5.2 The Pledgors will comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of regulations relating to the Pledge, show such noticewill deliver any relevant notices, instruction orders or recommendation recommendations to Party A within five working days of receipt of the same from relevant authorities, and shall act in accordance with the reasonable instructions of will take actions as reasonably directed by Party A;
6.1.3 promptly 5.3 The Pledgors shall forthwith notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of that affects the Pledgors’ obligations herein Equity Interest, Pledge or affect the performance of the obligations herein by any part thereof or any relevant notices received in respect thereof, as well as any event that affects the Pledgors’ undertakings and obligations hereunder or any relevant notices received in respect thereof, and shall act in accordance with the reasonable instructions of take actions as reasonably directed by Party A.
6.2 5.4 The Pledgors agree that Party A’s right to enforce the exercise by Party A of its rights Pledge in accordance with the terms of this Agreement shall not be interrupted delayed or interfered hindered by the Pledgors or their Pledgors, any of Pledgors’ successors or assignees or any other person. The Pledgors shall defend any claims and demands asserted by any third party in respect of the Pledgors’ rights, title, liens and security interests.
6.3 5.5 The Pledgors warrant to Party A that, in order to protect or improve that the collateral under this Agreement for the obligations of the Pledgors and/or CHJ under the Agreements, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJ, faithfully execute and procure other parties who have an interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge by Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable period.
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall pledgors will comply with and perform satisfy all security, guarantee, agreements, representations and conditions as may exist in favor of the warranties, undertakings, covenants and representationsPledgee. If the Pledgors fail to perform comply with or satisfy, or fail to fully perform comply with or satisfy, their warrantiessecurity, undertakingsguarantee, covenants agreements, representations and representationsconditions, the Pledgors shall compensate indemnify Party A for all the any losses sustained by Party A as a result thereof.
5.6 The Pledgors undertake and warrant to the Pledgee that unless otherwise requested by the Pledgee in writing, all the Pledgors shall act as a concert party with respect to any rights or obligations to be exercised or performed by the Pledgors hereunder.
Appears in 1 contract
Samples: Share Pledge Agreement (LightInTheBox Holding Co., Ltd.)
Undertakings of the Pledgors. 6.1 During the existence of this Agreement7.1 For Party A’s benefit, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall:
6.1.1 without the prior written consent of Party A, not transfer the Equity Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgors or their successors or assignees or any other person.
6.3 The Pledgors warrant to Party A that, during the term hereof,
7.1.1 apart from the transfer of equity interest to Party A in order to protect accordance with the Purchase Option and Cooperation Agreement entered into by and among the Pledgors, Party A and Party B on September 7, 2006 or improve such transfer of equity interest between the collateral under this Agreement for Pledgors as does not undermine the obligations effect of the Pledgors and/or CHJ under pledge hereunder in any way (of which the Agreementstransferor shall notify Party A in advance), without Party A’s previous written consent, the Pledgors shall make all necessary amendments (if applicable) will not transfer any equity interest, create or permit to the articles of association of CHJ, faithfully execute and procure other parties who have an interest in the Pledge to execute all certificates of exist any pledge that may any damage Party A’s rights and deeds required by Party A and/or perform and procure other parties who have an or interests in the Pledge pledged collateral hereunder, or cause Party B’s meeting of shareholders or board of directors to take pass any resolutions about the sale, transfer, pledge or otherwise disposal of the lawful right to derive income from any equity interest in Party B or about the permission of the creation of any other security interests thereon;
7.1.2 the Pledgors will observe all actions required the provisions of laws and regulations on the rights pledge, show Party A any notice, directive or suggestion issued or made by the competent government authorities with respect to the pledge rights within 5 days of receipt of the same and comply with the same or raise objections against or make statements about the same at Party A, and facilitate the exercise of the Pledge by ’s reasonable request or with Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable period.
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the warranties, undertakings, covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the Pledgors shall compensate Party A for all the losses sustained by Party A as a result thereof.’s consent; and
Appears in 1 contract
Samples: Equity Pledge Agreement (Giant Interactive Group Inc.)
Undertakings of the Pledgors.
6.1 During the existence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall::
6.1.1 without the prior written consent of Party A, not transfer the Equity Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A, except A，except the rights and interests agreed in the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgors or their successors or assignees or any other person..
6.3 The Pledgors warrant to Party A that, in order to protect or improve the collateral under this Agreement for the obligations of the Pledgors and/or CHJ VNET Technology under the Agreements, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJVNET Technology, faithfully execute and procure other parties who have an interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge by Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable period..
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the warranties, undertakings, covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the Pledgors shall compensate Party A for all the losses sustained by Party A as a result thereof..
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Undertakings of the Pledgors. 6.1 During 5.1 The Pledgors undertake to Party A that during the existence term of this Agreement:
5.2 Without prior written consent of the Pledgee, the Pledgors separately will not assign or transfer the Equity Interest to any third party, nor will the Pledgors create or allow to be created any other security interest or encumbrance over the Equity Interest, or take any action that may have any adverse effect on the rights or interests of the Pledgee, other than any transfer of the Equity Interest to the Pledgee or its designee at the request of the Pledgee;
5.3 The Pledgors will comply with all laws and non-jointly regulations relating to the Pledge, will deliver any relevant notices, orders or recommendations to Party A within five days of receipt of the same from relevant authorities, and will take actions as reasonably directed by Party A;
5.4 The Pledgors shall forthwith notify Party A of any event that affects the Pledgors’ Equity Interest, Pledge or any part thereof or any relevant notices received in respect thereof, as well as any event that affects the Pledgors’ undertakings and obligations hereunder or any relevant notices received in respect thereof, and shall take actions as reasonably directed by Party A.
5.5 The Pledgors agree that Party A’s right to enforce the Pledge in accordance with this Agreement shall not be delayed or hindered by the Pledgors, any of Pledgors’ successors or assignees or any other person. The Pledgors shall defend any claims and demands asserted by any third party in respect of the Pledgors’ rights, title, liens and security interests.
5.6 In order to protect or perfect the security created hereunder, the Pledgors undertake to Party A that the Pledgors shall:
6.1.1 without shall in good faith execute all title certificates and contracts and/or take all actions as may be requested by the prior written consent of Party APledgee, not transfer and shall cause other interested parties to execute all title certificates and contracts and/or take all actions as may be requested by the Pledgee such that the Pledgee may exercise the rights and authorities granted by the Pledge hereunder. The Pledgor shall also execute all documents naming the Pledgee as the beneficiary in connection with the changes to the Equity Interest or create or permit certificate(s), and shall on the existence date of any other encumbrance or any form execution hereof provide the Pledgee with all such documents as the Pledgee deems necessary, and shall after the date of third party security interestexecution hereof provide, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party Athe Pledgee from time to time, except the rights and interests agreed in Pledgee with all such documents as the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgors or their successors or assignees or any other personPledgee deems necessary.
6.3 5.7 The Pledgors warrant to Party A that, in order to protect or improve that the collateral under this Agreement for the obligations of the Pledgors and/or CHJ under the Agreements, the Pledgors shall make all necessary amendments (if applicable) to the articles of association of CHJ, faithfully execute and procure other parties who have an interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge by Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable period.
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall pledgors will comply with and perform satisfy all security, guarantee, agreements, representations and conditions as may exist in favor of the warranties, undertakings, covenants and representationsPledgee. If the Pledgors fail to perform comply with or satisfy, or fail to fully perform comply with or satisfy, their warrantiessecurity, undertakingsguarantee, covenants agreements, representations and representationsconditions, the Pledgors shall compensate indemnify Party A for all the any losses sustained by Party A as a result thereof.
5.8 The Pledgors undertake and warrant to the Pledgee that unless otherwise requested by the Pledgee in writing, all the Pledgors shall act as a concert party with respect to any rights or obligations to be exercised or performed by the Pledgors hereunder.
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Samples: Share Pledge Agreement (LightInTheBox Holding Co., Ltd.)
Undertakings of the Pledgors.
6.1 During the existence of this Agreement, the Pledgors separately and non-jointly undertake to Party A that the Pledgors shall::
6.1.1 without the prior written consent of Party A, not transfer the Equity Interest or create or permit the existence of any other encumbrance or any form of third party security interest, such as pledge etc., which may affect the rights and interests of Party A, except for the transfer of the Equity Interest to Party A or its designated person at the request of Party A, except the rights and interests agreed in the Equity Option Agreement and Power of Attorney;
6.1.2 comply with and implement the provisions of all relevant applicable laws and regulations, and upon the receipt of any notice, instruction or recommendation issued or formulated by the relevant authorities in respect of the Pledge, show such notice, instruction or recommendation to Party A within five working days and shall act in accordance with the reasonable instructions of Party A;
6.1.3 promptly notify Party A of any event or notice received which may affect the Equity Interest of the Pledgors or the rights in respect of any portion of the Equity Interest and any event or relevant notice received which may change any of the Pledgors’ obligations herein or affect the performance of the obligations herein by the Pledgors, and shall act in accordance with the reasonable instructions of Party A.
6.2 The Pledgors agree that the exercise by Party A of its rights in accordance with the terms of this Agreement shall not be interrupted or interfered by the Pledgors or their successors or assignees or any other person..
6.3 The Pledgors warrant to Party A that, in order to protect or improve the collateral under this Agreement for the obligations of the Pledgors and/or CHJ Xindian Information under the Agreements, the Pledgors shall make all necessary amendments (if applicable) to their respective articles of association and the articles of association of CHJXindian Information, faithfully execute and procure other parties who have an interest in the Pledge to execute all certificates of rights and deeds required by Party A and/or perform and procure other parties who have an interests in the Pledge to take all actions required by Party A, and facilitate the exercise of the Pledge by Party A, sign all modification documents in relation to the equity certificates with Party A and any third party designated by Party A and provide Party A with all documents in respect of the Pledge which they deem necessary within a reasonable period..
6.4 The Pledgors warrants to Party A that, for the benefits of Party A, the Pledgors shall comply with and perform all of the warranties, undertakings, covenants and representations. If the Pledgors fail to perform or to fully perform their warranties, undertakings, covenants and representations, the Pledgors shall compensate Party A for all the losses sustained by Party A as a result thereof..
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